ASSET PURCHASE AGREEMENT By and Between COGENT FINANCIAL GROUP a California corporation, as Seller, And COGENT ACQUISITION COMPANY, LLC a Delaware limited liability company as Buyer Dated as of March 14, 2007Asset Purchase Agreement • June 26th, 2008 • Entrade Inc • Services-prepackaged software • California
ASSET PURCHASE AGREEMENT (this “Agreement”) dated as of March 14, 2007, by and between Cogent Acquisition Company, LLC, a Delaware limited liability company, (“Buyer”), and Cogent Financial Group, a California corporation (“Seller”).
NATIONWIDE AUCTION SYSTEMS, INC., NATIONWIDE NEW HOLDINGS, LLC, SOCAL AUTO CENTER ACQUISITION, LLC, AUTOMAX PACIFIC, LLC and SOCAL AUTO CENTER, LLC AXLE CAPITAL, LLC LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 26th, 2008 • Entrade Inc • Services-prepackaged software • New York
Borrow Money. To borrow from Axle Capital, LLC, a Delaware limited liability company (“Lender”), on such terms as may be agreed upon between the officers, employees, or agents of the Corporation and Lender, such sum or sums of money as in their judgment should be borrowed, without limitation, including such sums as are specified in that certain Loan and Security Agreement dated as of July 12, 2006 (the “Loan Agreement”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 26th, 2008 • Entrade Inc • Services-prepackaged software • California
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 22nd day of November, but effective November 1, 2005, by and among Joe Kowal (the “Seller”), Public Liquidation Systems, Inc. (“PLS”) and Asset Liquidation Group, Inc. (“ALG”), both Nevada corporations collectively doing business as Nationwide Auction Systems (the “Buyer”), and Entrade, Inc., a Pennsylvania corporation (“Entrade”).
Department of Treasury — Internal Revenue Service FORM 906 CLOSING AGREEMENT ON FINAL DETERMINATION COVERING SPECIFIC MATTERSClosing Agreement on Final Determination • June 26th, 2008 • Entrade Inc • Services-prepackaged software
Under Section § 7121 of the Internal Revenue Code (“IRC “). Asset Liquidation Group, Incorporated, d.b.a. Nationwide Auction Systems, 13005 East Temple Avenue, City of Industry, California 91746, EIN:93-0986235, [“the Taxpayer”] and the Commissioner of Internal Revenue [“the Commissioner”] make the following Closing Agreement:
BEFORE THE STATE BOARD OF EQUALIZATION OF THE STATE OF CALIFORNIASettlement Agreement • June 26th, 2008 • Entrade Inc • Services-prepackaged software • California
This Settlement Agreement (“Agreement”) is entered into by and between Asset Liquidation Group, Inc. (“Petitioner”) and the State Board of Equalization (“SEE”), collectively referred to herein as “the parties,” and is made pursuant to the authority provided in California Revenue and Taxation Code Section 7093.5, as amended by Assembly Bill 3308 (Chapter 138, Stats, of 1994) effective July 7, 1994.
CLOSING AGREEMENT ON FINAL DETERMINATION COVERING SPECIFIC MATTERSClosing Agreement on Final Determination • June 26th, 2008 • Entrade Inc • Services-prepackaged software
Under section 7121 of the Internal Revenue Code, Asset Liquidation Group, Inc. #6 Venture, Suite 295, Irvine, California 92618, Employer Identification Number (TIN) 93-0986235 (hereinafter referred to as “Taxpayer”), and the Commissioner of the Internal Revenue (hereinafter the “Commissioner”) enter into the following closing agreement (the “Agreement”):
Loan and Security AgreementLoan and Security Agreement • June 26th, 2008 • Entrade Inc • Services-prepackaged software • Minnesota
This Loan and Security Agreement (the “Agreement”) dated as of October 31, 2005, is between Rosedale Leasing LLC (“Lender) and Asset Liquidation Group, Inc. and Public Liquidation Systems, Inc. d/b/a Nationwide Auction Systems (“Borrower”).
Spectrum Business Center Full Service Gross Office LeaseFull Service Gross Office Lease • June 26th, 2008 • Entrade Inc • Services-prepackaged software • California
This Spectrum Business Center Lease (“Lease”) is entered into as of the date specified in Article 1, Section 1.1(a) by and between Landlord and Tenant and shall be effective and binding upon the parties hereto as of the date of execution hereof. The following Basic Lease Provisions in Article 1 are an integral part of this Lease, are referred to in other Sections hereof, and are set forth in Article 1 for the convenience of the parties. Each reference in this Lease to a Basic Lease Provision shall be construed to incorporate all of the terms provided for under such provisions.
SETTLEMENT AGREEMENTSettlement Agreement • June 26th, 2008 • Entrade Inc • Services-prepackaged software • California
This Settlement Agreement (this “Agreement”) is entered into effective as of July , 2007 by and among Nationwide Auction Systems, Inc., formerly known as Asset Liquidation Group, Inc., and Public Liquidation Systems, Inc., both Nevada corporations collectively doing business as Nationwide Auction Systems (“Nationwide”), Entrade Inc., a Pennsylvania corporation (“Entrade” and together with Nationwide, the “Nationwide Parties”), and Joe Kowal (“Kowal”). The Nationwide Parties and Kowal are sometimes herein referred to collectively as the “Parties.”
SECOND AMENDED AND RESTATED SECURED PROMISSORY NOTESecured Promissory Note • June 26th, 2008 • Entrade Inc • Services-prepackaged software • New York
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • June 26th, 2008 • Entrade Inc • Services-prepackaged software • California
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (the “Agreement”) is effective as of July 12, 2006, by and among AUTOMAX PACIFIC, LLC, a California limited liability company (the “Company”), DAVID S. WILSON, an individual (“Seller”), and SOCAL AUTO CENTER ACQUISITION, LLC, a Delaware limited liability company (“Purchaser”).
SETTLEMENT AGREEMENTSettlement Agreement • June 26th, 2008 • Entrade Inc • Services-prepackaged software • Illinois
This Settlement Agreement (this “Agreement”) is made this 25th day of May, 2006 by and among Don Haidl (“Haidl”), Public Auction Systems, Inc. a Nevada corporation (“PAS”), Corey P. Schlossmann (“Schlossmann”), the Capital Direct 1999 Trust and the Core Capital IV Trust, both California trusts (collectively, the “Trusts”), Hearthstone Properties, LLC, a California limited liability company (“Hearthstone”), Hearthstone Properties Delaware, LLC, a Delaware limited liability company (“Hearthstone Delaware”) and together with Haidl, Schlossmann, the Trusts, PAS and Hearthstone, the “Lender Parties”), Entrade, Inc., a Pennsylvania corporation (“Entrade”), and Public Liquidation Systems, Inc. (“PLS”) and Asset Liquidation Group, Inc. (“ALG”), both Nevada corporations collectively doing business as Nationwide Auction Systems (“Nationwide”). Entrade and Nationwide are sometimes herein referred to collectively as the “Company”.
